Offer Update and Extension
July 19 2007 - 3:02AM
UK Regulatory
RNS Number:5083A
Tesco PLC
19 July 2007
Not for release, publication or distribution in or into Canada, Australia or
Japan or any jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction
19 July 2007
Tesco Holdings Limited
Recommended cash Offer for Dobbies Garden Centres plc
Offer update and extension
Level of acceptances and ownership
On 8 June 2007, the boards of directors of Tesco PLC ("Tesco") and Dobbies
Garden Centres plc ("Dobbies") announced the terms of a recommended cash Offer
to be made by Tesco Holdings Limited ("Tesco Holdings") for Dobbies at a price
of 1,500 pence per Dobbies Share. The document setting out the full terms of
the Offer (the "Offer Document") was posted to Dobbies Shareholders on
20 June 2007.
The Board of Tesco announces that as at 1.00 p.m. (London time) on
18 July 2007, being the first closing date of the Offer, valid acceptances of
the Offer had been received in respect of a total of 2,060,529 Dobbies Shares
representing approximately 20.5 per cent. of the existing issued share capital
of Dobbies.
This total includes valid acceptances of the Offer received in respect of:
* 1,648,966 Dobbies Shares, representing approximately 16.4 per cent. of
the existing issued share capital of Dobbies, for which irrevocable
undertakings to accept the Offer have been received and over which Tesco
Holdings has a call option (the exercise of which is subject to certain
conditions); and
* a further 270,791 Dobbies Shares, representing approximately
2.7 per cent. of the existing issued share capital of Dobbies, for which
irrevocable undertakings to accept the Offer have been received.
In addition to the Dobbies Shares in respect of which Tesco Holdings has
received acceptances of the Offer, Tesco Holdings owns 1,179,174 Dobbies Shares,
representing approximately 11.7 per cent. of the existing issued share capital
of Dobbies.
In total, therefore, as at 1.00 p.m. (London time) on 18 July 2007, Tesco
Holdings may count 3,239,703 Dobbies Shares (representing approximately
32.2 per cent. of the existing issued share capital of Dobbies) towards
satisfaction of the acceptance condition to its Offer.
Extension of the Offer
The Board of Tesco announces that the Offer, which remains subject to the terms
and conditions set out in the Offer Document, is being extended and will remain
open for acceptance until 1.00 p.m. (London time) on 8 August 2007. Any
further extensions to the Offer will be publicly announced by 8.00 a.m.
(London time) on the business day following the day on which the Offer is
otherwise due to expire, or such later time or date as the Panel may agree.
Dobbies Shareholders who have not yet accepted the Offer are urged to do so as
soon as possible and in any event by 8 August 2007.
For Dobbies Shares held in certificated form, to accept the Offer, Forms of
Acceptance not yet returned should be completed, signed and returned in
accordance with the instructions set out in the Offer Document and on the Form
of Acceptance, so as to be received as soon as possible and, in any event, no
later than 1.00 p.m. (London time) on 8 August 2007.
For Dobbies Shares held in uncertificated form (that is, held in CREST) an
Electronic Acceptance should be made in accordance with the instructions set
out in paragraphs 14(e) to 14(g) of the letter from Tesco in Part II of the
Offer Document as soon as possible and, in any event, so that settlement takes
place no later than 1.00 p.m. (London time) on 8 August 2007.
Dobbies Shareholders should be aware that the Offer is conditional, amongst
other things, upon Tesco Holdings obtaining acceptances over such number of
Dobbies Shares which, together with any Dobbies Shares acquired or agreed to be
acquired by Tesco Holdings and/or any member of the Tesco Group before or during
the Offer Period, will result in Tesco Holdings holding (whether pursuant to
the Offer or otherwise) Dobbies Shares carrying in aggregate more than 50 per
cent. of the voting rights then normally exercisable at a general meeting of
Dobbies.
Save as set out in this announcement neither Tesco, nor Tesco Holdings, nor
any person acting in concert with Tesco, nor any person acting in concert with
Tesco Holdings, has an interest in or right to subscribe for relevant securities
of Dobbies or has any short position in relation to relevant securities of
Dobbies (whether conditional or absolute and whether in the money or otherwise)
including any short position under a derivative, any agreement to sell or any
delivery obligation or right to require another person to purchase or take
delivery of any relevant securities of Dobbies.
Save for the irrevocable undertakings described in the Offer Document, neither
Tesco, nor Tesco Holdings, nor any person acting in concert with Tesco, nor
any person acting in concert with Tesco Holdings, has borrowed or lent any
relevant securities nor has any arrangement in relation to relevant securities
been made. For these purposes, "arrangement" includes any indemnity or option
arrangement, any agreement or understanding, formal or informal, of whatever
nature, relating to relevant securities which is, or may be, an inducement to
deal or refrain from dealing in such securities.
Terms defined in the Offer Document have the same meanings in this announcement.
The terms "acting in concert" and "relevant securities" have the same meanings
as in the City Code.
Enquiries
Tesco
Steve Webb, Investor Relations Tel: +44 1992 644 800
Jonathan Church, Media Tel: +44 1992 644 645
Greenhill (financial adviser to Tesco) Tel: +44 20 7198 7400
Simon Borrows
David Wyles
JPMorgan Cazenove (broker to Tesco) Tel: +44 20 7588 2828
John Paynter
Luke Bordewich
Maitland (PR adviser to Tesco) Tel: +44 20 7379 5151
Angus Maitland
This announcement does not constitute an offer or invitation to purchase any
securities. The Offer is being made solely by means of the Offer Document and
the accompanying Form of Acceptance, which contain the full terms and conditions
of the Offer, including details of how it may be accepted.
Greenhill & Co. International LLP, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
Tesco Holdings and Tesco and no-one else in connection with the Offer and will
not be responsible to anyone other than Tesco Holdings and Tesco for providing
the protections afforded to clients of Greenhill & Co. International LLP nor for
providing advice in relation to the Offer.
This announcement has been prepared for the purpose of complying with English
law and the City Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside the United Kingdom.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions. Persons who
are not so resident should inform themselves about and observe any applicable
requirements. Further details in relation to Overseas Shareholders are contained
in the Offer Document.
The Offer (including the Loan Note Alternative) is not being made, directly or
indirectly, in or into and is not capable of acceptance in or from Canada,
Australia or Japan. Accordingly, copies of this announcement are not being, and
must not be, mailed or otherwise forwarded, distributed or sent in or into or
from Canada, Australia or Japan. Custodians, nominees and trustees should
observe these restrictions and should not send or distribute copies of this
announcement in or into Canada, Australia or Japan.
The Loan Notes to be issued in connection with the Offer have not been, nor will
they be, registered under the US Securities Act nor under any laws of any
jurisdiction of the United States, the relevant clearances have not been, and
will not be, obtained from the securities commission of any province of Canada
and no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance.
Accordingly, the Loan Notes may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold, delivered or
transferred, directly or indirectly, in or into the United States, Canada,
Australia or Japan or any other jurisdiction if to do so would constitute a
violation of the relevant laws of, or require registration thereof in, such
jurisdiction or to, or for the account or benefit of, a person located in the
United States, Canada, Australia or Japan.
The Offer is being made in the United States pursuant to an exemption from the
US tender offer rules provided by Rule 14d-1(c) under the US Exchange Act.
Notice to US holders of Dobbies Shares:
The Offer is being made for the securities of a UK company and is subject to UK
disclosure requirements, which are different from those of the United States.
The financial information included in the Offer Document has been prepared in
accordance with generally accepted accounting principles of the United Kingdom
and thus may not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the United States. The Offer is being made in
the United States pursuant to applicable US tender offer rules and otherwise in
accordance with the requirements of the City Code. Accordingly, the Offer is
subject to disclosure and other procedural requirements, including with respect
to withdrawal rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under US domestic tender offer
procedures and law.
The receipt of cash pursuant to the Offer by a US holder of Dobbies Shares may
be a taxable transaction for US federal income tax purposes and under applicable
US state and local, as well as foreign and other tax laws. Each holder of
Dobbies Shares is urged to consult his independent professional adviser
immediately regarding the tax consequences of acceptance of the Offer.
It may be difficult for US holders of Dobbies Shares to enforce their rights and
any claim arising out of the US federal securities laws, since Tesco and Dobbies
are located in a non-US country, and some or all of their officers and directors
may be residents of a non-US country. US holders of Dobbies Shares may not be
able to sue a non-US company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US court's
judgement.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, Tesco or its nominees, or its brokers (acting as agents), may from
time to time make certain purchases of, or arrangements to purchase, Dobbies
Shares outside the United States, other than pursuant to the Offer, during the
period in which the Offer remains open for acceptance. These purchases may occur
either in the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be disclosed as
required in the UK, will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website,
www.londonstockexchange.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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